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A. Proposed Restructuring Scheme of Ancom Logistics Berhad ("ALB") (formerly Known as Tamco Corporate Holdings Berhad);
B. Proposed Acquisition of Property; and
C. Proposed Disposal Of Synergy Trans-link Sdn. Bhd.

(B And C Collectively Referred To As "Ancom Proposals")

BackFeb 04, 2010
Date Announced
:
 04/02/2010  




Type
:
 Announcement
Subject
:
ANCOM BERHAD (“ANCOM”)

A. PROPOSED RESTRUCTURING SCHEME OF ANCOM LOGISTICS BERHAD (“ALB”) (FORMERLY KNOWN AS TAMCO CORPORATE HOLDINGS BERHAD);
B. PROPOSED ACQUISITION OF PROPERTY; AND
C. PROPOSED DISPOSAL OF SYNERGY TRANS-LINK SDN. BHD.

(B AND C COLLECTIVELY REFERRED TO AS "ANCOM PROPOSALS")

Contents
:
For consistency, the abbreviations used hereafter throughout this announcement shall have the same meaning as defined in the announcements dated 16 November 2009 and 29 January 2010 unless stated otherwise.

Reference is made to the announcements dated 16 November 2009 and 29 January 2010.

On behalf of the Board of Directors of Ancom, Maybank Investment Bank Berhad (“Maybank IB”) is pleased to announce that the Securities Commission (“SC”) had, vide its letter dated 3 February 2010, notified that the application to the SC under Practice Note 2.9.1 of the Malaysian Code on Take-overs and Mergers 1998 (“Code”) for an exemption to Ancom and its PAC, from the obligation to undertake a mandatory offer to acquire the remaining ordinary shares in ALB not already held by Ancom and its PAC (“Proposed Exemption”) upon completion of the Proposed Disposal of Synergy Trans-Link Sdn. Bhd. which forms part of the Proposed Restructuring Scheme of ALB would only be considered by the SC after the following conditions have been met pursuant to Practice Note 2.9.1 of the Code:-

(i) Approval from the independent holders of voting shares of ALB, on a poll in a general meeting in which the interested parties are to abstain from voting. The result of the poll has to be confirmed by an independent auditor;

(ii) Providing competent independent advice regarding the Proposed Exemption to the shareholders of ALB. The appointment of the independent adviser and the independent advice circular to the shareholders are to be first approved and consented by SC respectively; and

(iii) Ancom and its PAC are to submit declarations (to be furnished after the general meeting) addressed to the SC, attesting that Ancom and its PAC have not purchased shares in ALB subsequent to the discussion in relation to the Ancom Proposals (the date of the discussion is to be stated) and until the granting of the Proposed Exemption by the SC (if so decided).

Further, Maybank IB/ Ancom is required to provide reasons for the substantial percentage of votes that are against and abstained from voting (excluding the abstinence by the interested parties) on the Proposed Exemption.


This announcement is dated 4 February 2010.

Announcement Details :